Rule 424(b)(2)
Registration Nos. 33-56615
NASD File No.
941128001
AMENDED PRICING SUPPLEMENT NO. 128
Dated July 6, 1995, to Prospectus
Supplement dated January 26, 1995
and Prospectus dated January 26, 1995
LEHMAN BROTHERS HOLDINGS
INC. Medium-Term Notes,
Series E
(Fixed Rate)
Due from Nine Months to 30 years from Date of Issue
Interest Payable each January 7 and July 7 and at Maturity
Pricing to Public: 100%
Agent's Commission: .30% (1)
Original Issue Date: 7/7/95
Interest Rate per Annum: 6.50% (2)
Maturity Date: 7/7/05, with a one-time par put option on 1/7/98
The holder may cause the Company to repurchase the Note in whole but
not in part on 1/7/98, by giving written notice from and including
11/7/97 through and including 12/7/97.
(1) If the holder does not cause the Company to repurchase the Note
on 1/7/98, the Company will pay the Agent an additional .325% of the
face value of the Note.
(2) If the holder does not cause the Company to repurchase the
Note, the Interest Rate Per Annum from 1/7/98 to the Maturity Date
will
be 7.80%.
The aggregate principal amount of this offering is $42,000,000
and relates only to Amended Pricing Supplement No. 128. Medium-Term
Notes, Series E may be issued by the company in aggregate principal
amount of up to $5,267,500,000 and, to date, including this
offering, an aggregate of $4,263,900,000 Medium-Term Notes,
Series E has been issued and $2,768,275,000 are outstanding.
SUPPLEMENTAL UNITED STATES FEDERAL INCOME TAX DISCLOSURE
Under the OID Regulations, the Notes will be treated as Original
Issue Discount Notes with OID that must be accrued through July
7, 2005. The amount of OID on a Note will equal the difference
between the Stated Redemption Price at Maturity of such Note and
its Issue Price. The Stated Redemption Price at Maturity of a Note
is equal to the stated principal amount of such Note plus all
interest payable under the Note other than Qualified Stated
Interest. Qualified Stated Interest herein is the amount of
stated interest payable under the Notes as if the rate in effect
for the period beginning July 7, 1995 through and including
January 6, 1998 (6.5%) were the rate in effect for the entire term
of the Note. Stated interest in excess of 6.50% per annum is
not Qualified Stated Interest. United States Holders should
accrue OID in income on a constant yield basis as more fully
described in the Prospectus Supplement to which this
Pricing Supplement relates.
If a United States Holder purchasing the Notes on the
original
issuance causes the Company to repurchase the Notes, in whole but
not in part, in accordance with the terms of such Notes, the United
States Holder of the Notes will recognize capital loss equal
to the difference between the Adjusted Issue Price of the Notes
as of the repurchase date and the payment of principal on that
date. United States Holders purchasing the Notes in the
secondary market are advised to consult their own tax advisors
as to the tax consequences of causing the Company to repurchase the
Notes.
A United States Holder of the Notes should refer to the
Prospectus Supplement to which this Pricing Supplement relates for
further tax disclosure.
Capitalized terms not otherwise defined herein have the
meaning ascribed to them in the accompanying Prospectus
Supplement or Prospectus.
